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Affiliates' Agreement
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the emachinetool.com Affiliate Program (the "Program"). As used in this Agreement, "we" means emachinetool.com, "you" means the applicant, "purchase order" means a completed paid order form from the emachinetool.com site that an individual has submitted in purchasing a new machine, used machine or accessory on the site. This program excludes purchase orders for tooling. "Site" means a World Wide Web site and, depending on the context, refers either to emachinetool.com's site or to the site that you will link to our site (and which you will identify in your Program application).
Enrollment in the program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application and notify you of your Affiliate status. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, sites that: promote sexually explicit materials, violence, illegal activities, violate intellectual property rights, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. If you have already been approved as an Affiliate and wish to add additional sites to your Program application, you may email the names of those sites to us at info@emachinetool.com and we will notify you whether we will accept those sites into the Program. You may not include sites that we have not approved in the Program.
Links on your site
After you have been approved as an Affiliate, we will provide you with a URL that will give you instructions on how to set up special links between your site and ours (the "Tracked Links"). To permit accurate tracking, reporting, and fee accrual, you must ensure that the Tracked Links between your site and our site are properly formatted. You will only be paid for activity on our site originating from these Tracked Links, in accordance with the fee schedule below.
Order processing
We will process purchase orders placed by individuals who follow the Tracked Links from your site to ours. We reserve the right to reject the purchase orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and customer service. We will track the purchase orders from individuals who use the Tracked Links from your site to our site and will make available reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our sole discretion.
Referral fees
We will pay you referral fees on certain new machine, used machine and accessory purchase orders. For a purchase order to be eligible to earn a referral fee, it must be valid, the customer submitting the purchase request must have followed the Tracked Links from a site of yours that we have approved to ours and completed the purchase order in that same visit, and we must get paid for the purchase order. A valid purchase order must have an authentic name and telephone number and email address and must be submitted by the referred customer.
Fee schedule
Subject to a minimum amount described in "Fee Payment" section below, our current fee schedule is $50.00 for each Qualifying Purchase Order for a New or Used Machine and $5.00 for each Accessory Purchase Order, less any credits issued. Tooling Purchase Orders are excluded from this program.
Fee payment
We will pay you referral fees on a quarterly basis. Approximately 45 days following the end of each calendar quarter, we will send you a check for the referral fees earned during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than $50.00, we will hold those fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. If, for any reason, we issue a credit with respect to a purchase order, we will deduct the corresponding fee from your next payment. If there is no subsequent payment, we will send you a bill for the fee.
Policies and pricing
Customers who make purchase orders or requests through this Program will be deemed to be customers of emachinetool.com. Accordingly, all emachinetool.com rules, policies, and operating procedures will apply to those customers. We may change our policies and operating procedures at any time.
Identifying yourself as an affiliate
We will make graphical images and logos available to you to promote and send users to emachinetool.com. You must display the following text on your site if you use the emachinetool.com graphical images and/or logos. "emachinetool.com™ is the trademark of emachinetool.com, used under license." You may not make any press release or other announcement regarding this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion.
Limited license
We grant you a non-exclusive, revocable right to use the graphical images, logos and message described in the section above and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant. You may not modify the graphical images, logos or the message, in any way. We reserve all of our rights in the graphical images, logos, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice by email or other means.
Responsibility for your site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for the technical operation of your site and all related equipment, as well as ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of your site.
Terms of the agreements
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all of our trademarks, graphical images, logos, and all other materials provided by or on behalf of us to you in connection with this Agreement or the Program. You are only eligible to earn referral fees on Qualifying Purchase Requests and Qualifying Private Owner Listings originating during the term of this Agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Relationship of parties
You and we are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.
Limitation of liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER TO THIS AGREEMENT.
Disclaimers
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PURCHASE REQUEST OR ORDER PROCESSED AS A RESULT OF THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Independent investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS OR ORDERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Miscellaneous
This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any controversy or claim arising out of or relating to this agreement or breach thereof shall be settled by arbitration in New York City, New York in accordance with the rules then pertaining of the American Arbitration Association. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
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